§ 3212. Formation of partnership
(a) Except as otherwise provided in subsection (b) of this section, the association of
two or more persons to carry on as co-owners a business for profit forms a partnership,
whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute,
or a comparable statute of another jurisdiction is not a partnership under this chapter
except that a statute of another jurisdiction relating to the formation of partnerships
or limited liability partnerships shall be deemed to be a comparable statute.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common
property, or part ownership does not by itself establish a partnership, even if the
co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the
persons sharing them have a joint or common right or interest in property from which
the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner
in the business, unless the profits were received in payment:
(A) of a debt by installments or otherwise;
(B) for services as an independent contractor or of wages or other compensation to an
employee;
(C) of rent;
(D) of an annuity or other retirement or health benefit to a beneficiary, representative,
or designee of a deceased or retired partner;
(E) of interest or other charge on a loan, even if the amount of payment varies with the
profits of the business, including a direct or indirect present or future ownership
of the collateral, or rights to income, proceeds, or increase in value derived from
the collateral; or
(F) for the sale of the goodwill of a business or other property by installments or otherwise. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)